The primary purpose of this user agreement is to define the scope and limit the use of the CybaSumo personal creation storefront system in as simple terms as possible for the Creation Merchant and the Creation Purchaser. CybaSumo’s Creation Merchants, Creation Purchasers, and Partner Websites are presented with their own specialized agreement.
Welcome to CybaSumo. The CybaSumo system is a fresh means in which digital content owners can easily sell their creations from any website and surfers like you can easily view and purchase both digital and physical creations from any website affiliated with CybaSumo and SumoStores. Its main goal is to enable social media network users to capitalize on their popularity through the seamless sale of their intellectual property creations.
Such creations include but are not limited to downloadable files in the form of music, video, photographs, graphics, writings, video game characters, and so on. Even physically tangible products that require shipping are also considered as CybaSumo creations.
By using the services on the CybaSumo pages (CybaSumo.com, SumoStores.com and other related websites where this agreement appears) (the "Sites"), you are agreeing to the following terms, including those available by hyperlink, (the "Agreement" or "User Agreement") with CYBASUMO LLC and the general principles for the websites of our subsidiaries and international affiliates. If you have any questions, please refer to the Help section on the Sites.
Before you may become a CybaSumo Member, you must read and accept all of the terms and conditions in, and linked to, this User Agreement and the Privacy Policy. We strongly recommend that, as you read this User Agreement, you also access and read the linked information. By accepting this Merchant Account Agreement, you also agree that your use of some CybaSumo-branded (including SumoStores.com) websites or websites we operate may be governed by separate user agreements and privacy policies. The agreement that applies on any of our domains and subdomains is always the agreement that appears in the footer of each website.
This Agreement becomes effective upon acceptance for new users.
This specialized Agreement is exclusive for CybaSumo’s Members. Member refers to an individual or groups of individuals who use CybaSumo in order to benefit from their popularity and creativity through the sale of their digital and/or material creations and/or to search, view, and purchase digital or tangible intellectual property creations from individuals/groups who are using CybaSumo.
Using CybaSumo is very simple. Here is an outline of CybaSumo’s key features for Members like you:
1. CybaSumo allows you to advertise and sell your creations – online.
2. Your CybaSumo Store can be embedded as a cool little widget in your Web site, Facebook profile, or other social networking site.
3. CybaSumo requires no registration for your potential buyers; thus, potential buyers go through only a few steps in order to view and purchase your creations.
4. CybaSumo guides you from the marketing up to the shipping process.
5. CybaSumo allows you to be linked directly to a Creation Merchant’s CybaSumo Store through the eye-catching CybaSumo Store Widget.
6. You can view these cool widgets right at creators’ websites and also at social networking sites.
7. You don’t need to register to use CybaSumo’s system. Simply surf, browse, and buy!
8. Buying online is as easy as 1-2-3. Simply select an item from the Merchant’s CybaSumo Store Widget and you’ll be delivered to the CybaSumo Store, where similar items will be displayed.
9. CybaSumo allows you to see a sample of the product. (e.g. For audio files, you can hear the first 2 minutes of it. Meanwhile, you can view the first page of an e-book you like.)
10. Get to choose how you pay. CybaSumo securely brings you to your chosen payment gateway (e.g. Paypal). Once you complete the transaction, you are automatically returned to the Merchant’s CybaSumo Store (SumoStore).
11. You can assess your purchased product. For digital creations, CybaSumo presents the file/document for your download. Access credentials will be sent to your e-mail address. For tangible creations, CybaSumo will provide you with a receipt listing your purchased product’s shipping details.
Kindly take the time to read this Agreement thoroughly. Once you click the "I ACCEPT" button, this will automatically become a legal contract that is binding to both CybaSumo and you, the Member. If for some reason, you disagree with any of the provisions set out in this agreement, or if you think you will be agreeing to something you don’t agree to, then please do not click the "I ACCEPT" button.
The "Effective Date" of this Agreement is the exact date when you click the "I ACCEPT" button. We reserve the right to amend this contract occasionally as we see fit. At these times, you maintain the right to reject any alterations we wish to apply by terminating this Agreement.
References to "us" in the entirety of this contract mean CYBASUMO LLC, 3541 Roswell RD Unit 17 Atlanta, GA 30305.
The provision of a CybaSumo Member Account to you is contingent on your formal acceptance of this Agreement. As soon as you approve this Agreement, you will be automatically directed to the "dashboard" to Post your Creations in your CybaSumo Store, and to set the prices or other sales terms that govern the sale and distribution of your Creations.
By agreeing to this Mermber Account Agreement, you as a Creation Merchant agree that you are provided due license by CybaSumo to use this service. You will not in any way obtain intellectual rights over the CybaSumo system you are about to use. You must use this granted license according to the terms stated by CybaSumo in this agreement, to which you may or may not agree, at your own discretion.
While using the CybaSumo site, you as a Creation Merchant will not:
• violate any laws, third party rights, or our policies such as the Prohibited and Restricted Items policies;
• use the Sites if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from our Sites;
• fail to deliver items purchased from you, unless the buyer fails to meet the posted terms, or you cannot authenticate the buyer's identity;
• manipulate the price of any item or interfere with other user's listings;
• circumvent or manipulate our fee structure, the billing process, or fees owed to CybaSumo;
• post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
• distribute or post spam, chain letters, or pyramid schemes;
• distribute viruses or any other technologies that may harm CybaSumo, or the interests or property of CybaSumo users;
• copy, modify, or distribute content from the Sites and CybaSumo’s copyrights and trademarks; or
• harvest or otherwise collect information about users, including email addresses, without their consent.
CybaSumo and the Community work together to keep the Sites working properly and the Community safe. Please report problems, offensive content, and policy violations to us.
Without limiting other remedies, we may limit, suspend, or terminate our service and user accounts, prohibit access to our website, delay or remove hosted content, and take technical and legal steps to keep users off the Sites if we think that they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time.
Joining CybaSumo and listing your creations is free. CybaSumo does not charge you for any creation you post. CybaSumo obtains revenue by skimming a commission for each product purchase, which is automatically added to the purchase price you set for each item you offer for sale: 10% for items priced at under $1.00 and 4% for items priced at or over $1.00. CybaSumo also obtains revenue through advertisements on its interface. As a Creation Merchant, you do not need to pay upfront fees for the use of the CybaSumo service. Your buyers do not pay at all, and do not even need to have a CybaSumo account.
Browsing CybaSumo-affiliated websites and buying digital and/or tangible creations advertised in them is free. CybaSumo takes its revenue from the Merchants or those Members who use CybaSumo to sell their creations. CybaSumo obtains revenue by skimming a commission for each product purchase: 2.5% of each purchase. CybaSumo also obtains revenue through advertisements on its interface. You as a buyer, or Creation Purchaser, do not pay at all, and do not even need to have a CybaSumo account. Buyers using PayPal will incur an extra 2.9% fee from PayPal.
Unless otherwise stated, all fees are quoted in U.S. Dollars.
When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the content, in any media known now or in the future.
You will not hold CybaSumo responsible for other Members’ actions or inactions, including things they post. You must acknowledge that CybaSumo is not an auction service. Instead, the Sites offer a venue for you to easily create an online store (i.e. the CybaSumo store), directly link your store to your website, sell your creations, and view your individual balances at any time. We are not involved in the actual transaction between buyers and sellers. We reiterate to you, the Merchant Member, that we have no control over the ability of Purchasers to pay for items, or that a buyer or seller will actually complete a transaction.
We do not transfer the legal ownership of your creations to Purchasers. Legal ownership of your creation is transferred upon physical delivery of the item to the Purchaser. Unless the buyer and the seller agree otherwise, the buyer will become the item's lawful owner upon physical receipt of the item from the seller, in accordance with Georgia Commercial Code § 2401(2) and Uniform Commercial Code § 2-401(2).
Furthermore, we cannot guarantee continuous or secure access to our services, and operation of the Sites may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of our Sites. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability, and (b) $100.
If you have a dispute with one or more Members, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
TThe Sites contain robot exclusion headers. Much of the information on the Sites is updated on a real-time basis and is proprietary or is licensed to CybaSumo by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Sites for any purpose without our express written permission.
Additionally, you agree that you will not:
• take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
• copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for Your Basic Information and other concerned parties’ published information) from the Sites without the prior expressed written permission of CybaSumo and the appropriate third party, as applicable;
• interfere or attempt to interfere with the proper working of the Sites or any activities conducted on the Sites; or
• bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Sites.
We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. We use your information as a Creation Merchant only as described in the CybaSumo Privacy Policy. We view protection of users' privacy as a very important community principle. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. You can access and modify the information you provide us and choose not to receive certain communications by signing-in to your account. We use third parties to verify and certify our privacy principles. For a complete description of how we use and protect your personal information, see the CybaSumo Privacy Policy. If you object to your information being transferred or used in this way please do not use our services.
You will indemnify and hold us (and our officers, directors, agents, subsidiaries, joint ventures and employees), harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Merchant Account Agreement, or your violation of any law or the rights of a third party.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Except as explicitly stated otherwise, legal notices shall be served on CybaSumo’s national registered agent (in the case of CybaSumo) or to the email address you provide to CybaSumo during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.
If a dispute arises between you and CybaSumo, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and CybaSumo agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by going to the Contact page. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
• Law and Forum for Disputes - This Agreement shall be governed in all respects by the laws of the State of New York as they apply to agreements entered into. You agree that any claim or dispute you may have against CybaSumo must be resolved by a court located in Georgia, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within New York for the purpose of litigating all such claims or disputes.
• Arbitration Option - For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
•Improperly Filed Claims - All claims you bring against CybaSumo must be resolved in accordance with this Resolution of Disputes Section. All claims filed or brought contrary to the Resolution of Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes Section, CybaSumo may claim attorneys' fees and costs up to $1000, provided that CybaSumo has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
Each of the above regulations can be modified from time to time. Changes take effect when we post them on the Sites. When using particular services on the Sites, you are subject to any posted policies or rules applicable to services you use through the Sites, which may be posted from time to time. All such policies or rules are hereby incorporated into this Agreement.
CYBASUMO LLC is located at 3541 Roswell RD Unit 17 Atlanta, GA 30305. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. The headings we used are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.
We may amend this Agreement at any time by posting the amended terms on this Site. Except as stated elsewhere, all amended terms shall automatically be effective 30 days after they are initially posted. Additionally, we will notify you through the CybaSumo Message Center. This Agreement may not be otherwise amended except in a writing signed by you and us. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Content License, Liability, Indemnity and Resolution of Disputes.
You may report complaints to:
Governor's Office of Consumer Affairs
2 Martin Luther King Jr., Drive SE, Suite 356
Atlanta, Georgia 30334-4600
Phone: 404-651-8600 or 800-869-1123 (toll-free in Georgia, outside of the metro Atlanta calling area)
Fax: 404-651-9018
This Agreement is dated the ______ day of _________________, year 20__, by and between ___________________________, its successors and assigns ("Seller"), and, ___________________________, its successors and assigns ("Buyer").
WHEREAS, Seller owns certain product rights, ("intellectual property rights"); and WHEREAS, Buyer desires to purchase Seller’s digital and/or tangible creations under the terms and conditions contained herein.
1. Agreement to Sell and Purchase Intellectual Property Rights. Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase and acquire from Seller all of Seller's right, title and interest in and to the intellectual property rights subject to the terms of this Agreement to the extent the intellectual property rights are accepted for transfer by the ______________________________, State of _______________.
2. Purchase Price and Terms. Buyer shall pay Seller the agreed amount (as specified by Seller) in U.S. Dollars per distinct item. Seller has designated CybaSumo, an online personal creation storefront system, as its broker ("Broker"). Buyer shall be obligated to purchase only that portion of the intellectual property rights accepted and arranged by CybaSumo for transfer.
3. Warranties of Seller. Seller does hereby represent, covenant and warrant to Buyer that the following are true now and will be at closing.
(a) Authority. Seller has the full right and authority to enter into this Agreement and to consummate the transactions intended in this Agreement, and no other consent to do so is required.
(b) Title to intellectual property rights. Seller now has, and at closing will have, good and merchantable, fee simple title to the intellectual property rights. The intellectual property rights are free and clear of all liens, security interests, pledges, taxes and assessments, and charges or claims of whatever nature. The intellectual property rights are in good standing with the ___________________________, State of _________________, and have not been forfeited or abandoned, and are not subject to judgment, suit, lien, receivership, or any other encumbrance whatsoever.
(c) Judgments or Litigation. Seller has no knowledge of any outstanding judgments against Seller that would in any manner affect the consummation of this transaction or constitute any cloud upon the title to the intellectual property rights- Seller has no knowledge of any pending litigation, proceedings, or investigations, or any threats of litigation, proceedings or investigations, which might result in any cloud upon the title to the intellectual property rights, or any other material change in the value of the intellectual property rights.
(d) Continued Cooperation. Seller shall, within reason, cooperate with Buyer before, during and after closing to effectuate the transactions contemplated in this Agreement including, without limitation, the execution of any documents or the taking of any action (or the restraining from taking of any action) necessary or desirable to achieve the intended results herein.
4. Conditions Precedent. All obligations of Buyer to close this transaction are subject to the fulfillment of each of the following conditions before or at closing:
(a) Seller's Compliance. Seller will have performed and complied with all agreements and conditions required herein. Seller understands and agrees that it may be necessary to execute and file certain documents with the ____________________________, and the County Clerk's Office, ____________________ County, State of ___________________, prior to closing, and Seller agrees to sign any such documents requested for filing by Buyer.
6. Closing. Closing of this transaction shall be done through the CybaSumo system, once the Buyer has completed the transaction (i.e. sent the appropriate payment) through his/her chosen payment gateway (e.g. Paypal).
7. Miscellaneous Provisions.
(a) Additional Documentation. Any other documentation that maybe required to close and consummate the transaction after the signing of this Agreement shall be made and delivered by the parties as required.
(b) Indemnification. Seller and Buyer shall each indemnify and hold the other harmless from and against any and all claims, demands, causes of action, debts or liabilities arising out of or on account of either party's brokerage fees. Seller has retained Broker and shall be held liable for brokerage fees as described in paragraph 2. Buyer has no broker, nor shall Buyer be held liable for any brokerage fees. Seller and Buyer shall each indemnify and hold the other harmless from and against any and all claims, demands, causes of action, debt or liabilities arising out of or on account of any breach of any provision of this Agreement including, without limitation, the making of a false representation or breach of any covenant or warranty contained herein.
(c) Notices. All notices and other communications, required or permitted to be given hereunder, shall be in writing and shall be deemed to have been duly given and delivered:
If to Seller(s):
Name of Individual(s) or Officer: ____________________________________
Name of Entity (if any): ____________________________________
E-mail Address: ____________________________________
If to Buyer(s):
Name of Individual(s) or Officer: ____________________________________
Name of Entity (if any): ____________________________________
E-mail Address: ____________________________________
If to Broker(s):
CybaSumo
E-mail Address: broker@CybaSumo.com
(d) Binding Effect. All of the agreements between the parties shall be binding upon and inure to the benefit of the parties, their successors, personal representative, heirs or assigns
(e) Captions. The captions of any articles, paragraphs or sections hereof are made for convenience only and shall not control or affect the meaning or construction of any other provisions hereof.
(f) Attorney's Fees. Buyer and Seller shall be responsible for any fees or costs of their respective attorneys and consultants, and for any attorney's and consultants fees incurred by them in the enforcement of any of the terms and provisions of this Agreement, or in connection with any of the intellectual property rights described herein.
(g) Entire Agreement. This Agreement merges all previous negotiations between the parties hereto and constitutes the entire Agreement and understanding between the parties with respect to the subject matter hereof. No alteration, modification, or amendment hereto shall be valid except in writing and when signed by the parties.
8. Representations. All statements contained in this Agreement or any other instrument delivered by or on behalf of Seller as provided in this Agreement, or in connection with this transaction, will be deemed representations and warranties by Seller as provided in this Agreement. All representations, warranties, indemnities, and agreements made by Seller or Buyer in this Agreement shall survive closing.
_________________________________________, a
_________________________________________, a
__________________________________________
(Name of Individual(s) or Entity) (Type of Entity)
_________________________________________, a
__________________________________________
(Name of Individual(s) or Entity) (Type of Entity)
Through:
on _____ of
______________________, 20___